Common use of Events of Defaults Clause in Contracts

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”)immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”): (a) the failure of either Maker to pay the outstanding Principal Amount of this Note and or all accrued Interest hereon when the same shall be due and payable, which failure is not cured by the Maker within five (5) Business Days after written notice of such failure to pay has been given by the Holder to the Maker; or (b) in the event that the Maker elects to proceed with the OAC Merger, the failure of the Maker to amend the OAC Merger Agreement to acknowledge (i) the existence and enforceability of this Note against the Maker, and (ii) the fact that, upon consummation of the OAC Merger, this Note shall be convertible into OAC Shares (c) the breach by either Maker of any material covenant or agreement on its part to be performed under the Assignment Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Assignment Agreement, which breach, if capable of being cured, is not cured by such Maker within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to the Maker, or (d) the filing by either Maker of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Maker’s consent to or acquiescence in any such filing by a third party, or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the making by either Maker of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by the Maker, or their consent to or acquiescence in any such application by a third party or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (f) the insolvency of either Maker or the failure of the Maker generally to pay its debts as such debts become due; or (g) the dissolution, winding up, or termination of the business or cessation of operations of either Maker (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Maker pursuant to the provisions of their charter documents), or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing. The Assignor shall not be required to mitigate their losses by entering into any hedging or other transactions in the Conversion Shares as traded on a Qualified Stock Exchange

Events of Defaults. The Subject at all times to the provisions of the Intercreditor Agreement, the Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”)immediately Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”): (a) the failure of either Maker or the Company (collectively, the “Obligors”) to pay each Principal Installment and the outstanding remaining Principal Amount Indebtedness of this Note and or all accrued Interest hereon when the same shall be due and payable, which failure is not cured by either of the Maker Obligors within five (5) Business Days after written notice of such failure to pay has been given by the Holder to the Maker; or (b) in the event that the Maker elects to proceed with the OAC Merger, the failure of the Maker to amend the OAC Merger Agreement to acknowledge (i) the existence and enforceability of this Note against the Maker, and (ii) the fact that, upon consummation of the OAC Merger, this Note shall be convertible into OAC Shares (c) the breach by either the Maker of any material covenant or agreement on its part to be performed under the Assignment Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Assignment Purchase Agreement, which breach, if capable of being cured, is not cured by such the Maker within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to the Maker, ; or (dc) the filing by either Maker of the Obligors of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Makereither Obligor’s consent to or acquiescence in any such filing by a third party, or either of the Maker Obligors shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by either of the Obligors of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by either of the Obligors, or their consent to or acquiescence in any such application by a third party or either of the Obligors shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the making by insolvency of either Maker of an application for the appointment Obligors or the failure of a custodianeither of the Obligors generally to pay its debts as such debts become due; or (f) the dissolution, trustee or receiver forwinding up, or termination of the business or cessation of operations of either of the Obligors (including any transaction or series of related transactions deemed to be a general assignment for liquidation, dissolution or winding up of either of the benefit Obligors pursuant to the provisions of creditors by the Makertheir charter documents), or their consent to or acquiescence in any such application by a third party or either of the Maker Obligors shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (f) the insolvency of either Maker or the failure of the Maker generally to pay its debts as such debts become due; or (g) the dissolution, winding up, or termination occurrence of the business or cessation any “Event of operations of either Maker (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Maker pursuant to the provisions of their charter documents), or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing. The Assignor shall not be required to mitigate their losses by entering into any hedging or other transactions Default” under and as defined in the Conversion Shares as traded on a Qualified Stock ExchangeLine of Credit Agreement or in any other material document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holders.

Events of Defaults. (a) The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”)immediately whole Sale Price shall become due and payable immediately payable, and the Financier shall have right to terminate the Facility, upon the occurrence and during the continuation of any of the following events (each, an “Event events:- i. if the Customer shall default in the payment to the Financier of Default”): (a) the failure of either Maker any payment due and payable or any other moneys herein covenanted to pay the outstanding Principal Amount of this Note and or all accrued Interest hereon when be paid after the same shall have become due by the Customer to the Financier whether formally demanded or not; ii. if the Customer shall fail to observe or perform any covenants, undertaking, stipulation, term and condition to be due observed or performed herein; iii. if a distress or execution or other process of a court of competent jurisdiction be levied upon or issued against any property of the Customer and payablesuch distress, which failure execution or other process as the case may be is not cured satisfied by the Maker Customer within five seven (57) Business Days days from the date thereof; iv. if the Customer or any other party to any documents executed in respect of the Facility commits or threatens to commit a breach of any term, stipulation, covenant or undertaking herein contained or in other such agreement or letter of authorization and/or letter of undertaking (hereinafter referred to as “Security Documents”) between the Financier and the Customer or such other party and executed pursuant to or referred to in the Agreement and on its or its part to be observed and performed and in the opinion of the Financier has failed to remedy or take adequate steps remedy the same within seven (7) days after written notice from the Financier; v. if the Customer has misrepresented to, or willfully misled, or the Customer has withheld pertinent information from, the Financier with regard to any information relating to the Customer; vi. if any statement, representation or warranty made in connection with the execution and delivery of the Agreement or in connection with any request for the disbursement hereunder shall be found to have been incorrect; vii. if any step or action is taken or a resolution is passed for the bankruptcy of the Customer or a petition for bankruptcy, as the case may be, is presented against the Customer or, if such proceeding or action has been taken by the Customer such steps or petition is not discharged or stayed within twenty one (21) days from the date of the taking of such failure step or petition; viii. if, by reason of any change after the date of the Agreement in any applicable law, regulation or regulatory requirement or, in the interpretation or application thereof of any governmental or other authority charged with the administration thereof it shall become unlawful for the Financier to pay has been given by comply with its obligations herein or to continue to make available the Holder Facility; ix. any other event or events occur or circumstances arise which in the sole opinion of the Financier give reasonable grounds for believing that (i) it is improbable that the Customer will be able to perform any of its obligations under the MakerAgreement or the relevant Security Documents; oror (ii) the Customer may not (or may be unable to) duly and punctually perform or comply with its obligations under the Agreement or the relevant Security Documents for any reasons whatsoever. (b) in The Customer undertakes to indemnify the event that the Maker elects to proceed Financier against any cost, claim, loss, expense (including legal fees based on solicitor-client basis) or liability together with the OAC Mergerany value added tax thereon, the failure which it may sustain or incur as a consequence of the Maker to amend the OAC Merger Agreement to acknowledge (i) the existence and enforceability of this Note against the Maker, and (ii) the fact that, upon consummation of the OAC Merger, this Note shall be convertible into OAC Shares (c) the breach by either Maker occurrence of any material covenant or agreement on its part to be performed under the Assignment Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Assignment Agreement, which breach, if capable Event of being cured, is not cured by such Maker within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to the Maker, or (d) the filing by either Maker of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Maker’s consent to or acquiescence in any such filing by a third party, or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the making by either Maker of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by the Maker, or their consent to or acquiescence in any such application by a third party or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (f) the insolvency of either Maker or the failure of the Maker generally to pay its debts Default as such debts become due; or (g) the dissolution, winding up, or termination of the business or cessation of operations of either Maker (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Maker pursuant to the provisions of their charter documents), or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing. The Assignor shall not be required to mitigate their losses by entering into any hedging or other transactions in the Conversion Shares as traded on a Qualified Stock Exchangeset out above.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”)immediately Indebtedness”) shall be immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”): (a) the failure of either Maker to pay the outstanding Principal Amount Indebtedness of this Note and or all accrued Interest hereon when the same shall be due and payable, which failure is not cured by the Maker within five (5) Business Days after written notice of such failure to pay has been given by the Holder to the Maker; or (b) in the event that the Maker elects to proceed with the OAC Merger, the failure of the Maker to amend the OAC Merger Agreement to acknowledge (i) the existence and enforceability of this Note against the Maker, and (ii) the fact that, upon consummation of the OAC Merger, this Note shall be convertible into OAC Shares (c) the breach by either Maker of any material covenant or agreement on its part to be performed under the Assignment Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Assignment Agreement, which breach, if capable of being cured, is not cured by such Maker within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to the Maker, or (d) the filing by either the Maker of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Maker’s consent to or acquiescence in any such filing by a third party, or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (ec) the making by either the Maker of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by the Maker, or their its consent to or acquiescence in any such application by a third party or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (f) the insolvency of either Maker or the failure of the Maker generally to pay its debts as such debts become due; or (gd) the dissolution, winding up, or termination of the business or cessation of operations of either the Maker (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Maker pursuant to the provisions of their charter documents), or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing. The Assignor shall not be required to mitigate their losses by entering into any hedging or other transactions in the Conversion Shares as traded on a Qualified Stock Exchange.

Events of Defaults. The Holder is hereby authorized to declare all If one or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”)immediately due and payable upon the occurrence and during the continuation of any more of the following events (each, an “Event "Events of Default”):") shall have occurred and be continuing: (a) the failure of either Maker Borrower shall fail to pay the outstanding Principal Amount when due any principal of this Note and any Loan or all accrued Interest hereon when the same any LC Reimbursement Obligation, or shall be due and payable, which failure is not cured by the Maker fail to pay within five (5) Business Days after written notice of such failure to pay has been given days any interest, fee or other amount payable by the Holder to the Maker; orit hereunder; (b) the Borrower shall fail to observe or perform any covenant contained in the event that the Maker elects Article 5, other than those contained in Sections 5.01 through 5.06, or any Obligor shall fail to proceed with the OAC Merger, the failure observe or perform any covenant contained in Section 4(A) or 4(J) of the Maker to amend the OAC Merger Security Agreement to acknowledge (ior Section 5(B) the existence and enforceability of this Note against the Maker, and (ii) the fact that, upon consummation of the OAC Merger, this Note shall be convertible into OAC SharesPledge Agreement; (c) the breach by either Maker of any material Obligor shall fail to observe or perform any covenant or agreement on its part to be performed under (other than those covered by clause (a) or (b) above) contained in the Assignment Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Assignment Agreement, which breach, if capable of being cured, is not cured by such Maker within thirty (30) Loan Documents for 15 days after written the Agent gives notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder thereof to the Maker, orBorrower at the request of any Bank; (d) the filing any representation, warranty, certification or statement made by either Maker of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Maker’s consent to or acquiescence Obligor in any such filing by a third partyLoan Document or in any certificate, financial statement or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting other document delivered pursuant to any of the foregoing; orLoan Document shall prove to have been incorrect in any material respect when made (or deemed made); (e) the making by either Maker Borrower or any Subsidiary shall fail to make one or more payments in respect of an application for Material Financial Obligations when due or within any applicable grace period; (f) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables (or, with the giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder's behalf to accelerate the maturity thereof; (g) the Borrower or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodiantrustee, trustee receiver, liquidator, custodian or receiver forother similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors by the Makercreditors, or their consent to or acquiescence in any such application by a third party or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (f) the insolvency of either Maker or the failure of the Maker fail generally to pay its debts as such debts they become due; or (g) the dissolution, winding up, or termination of the business or cessation of operations of either Maker (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Maker pursuant to the provisions of their charter documents), or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to authorize any of the foregoing. The Assignor shall not be required to mitigate their losses by entering into any hedging ; (h) an involuntary case or other transactions proceeding shall be commenced against the Borrower or any Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the Conversion Shares appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower or any Subsidiary under the federal bankruptcy laws as traded on now or hereafter in effect; 65 (i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Qualified Stock ExchangeMaterial Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; or a condition described in Section 4042(a)(1)-(3) of ERISA shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the ERISA Group to incur a current payment obligation in excess of $5,000,000 and such payment obligation shall continue unsatisfied and unstayed for a period of 15 days;

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”)immediately due and payable upon the occurrence and during the continuation of any 11.1. Each of the following events (each, or conditions shall constitute an “"Event of Default”):" by Client: (a) the failure of either Maker to pay the outstanding Principal Amount of this Note and or all accrued Interest hereon when the same shall be due and payable, which failure is not cured by the Maker within five (5) Business Days after written notice of such failure to pay has been given by the Holder to the Maker; or (b) in the event that the Maker elects to proceed with the OAC Merger, the failure of the Maker to amend the OAC Merger Agreement to acknowledge (i) the existence any failure by Client to pay ESCO any sum due for a service and enforceability maintenance period of this Note against the Maker, and (ii) the fact that, upon consummation of the OAC Merger, this Note shall be convertible into OAC Shares (c) the breach by either Maker of any material covenant or agreement on its part to be performed under the Assignment Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Assignment Agreement, which breach, if capable of being cured, is not cured by such Maker within more than thirty (30) days after written notice notification by ESCO that Client is delinquent in making payment and provided that ESCO is not in default in its performance under the terms of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to the Maker, orthis Contract; (dii) any other material failure by Client to perform or comply with the filing by either Maker terms and conditions of this Contract, including breach of any petition covenant contained herein, provided that such failure continues for relief under thirty (30) days after notice to Client demanding that such failures to perform be cured or if such cure cannot be effected in thirty (30) days, Client shall be deemed to have cured default upon the United States Bankruptcy Code or any similar federal or state statute, or Maker’s consent to or acquiescence in any such filing by commencement of a third party, or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoingcure within thirty (30) days and diligent subsequent completion thereof; or (eiii) any representation or warranty furnished by Client in this Contract, which was false, or misleading in any material respect when made. 11.2. Each of the following events or conditions shall constitute an "Event of Default" by ESCO: (i) any representation or warranty furnished by ESCO in this Contract is false or misleading in any material respect when made; (ii) failure to furnish and install the Equipment and make it ready for use within the time specified by this Contract as set forth in Schedule A and Schedule G; (iii) any lien or encumbrance is placed upon the Equipment by any subcontractor, supplier or lender of ESCO; (iv) the making by either Maker of an application for the appointment filing of a custodian, trustee bankruptcy petition whether by ESCO or receiver forits creditors against ESCO which proceeding shall not have been dismissed within ninety (90) days of its filing, or of a general an involuntary assignment for the benefit of all creditors by the Maker, or their consent to or acquiescence in any such application by a third party or the Maker liquidation of ESCO; (v) any change in ownership or control of ESCO without the prior approval of Client, which shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoingnot be unreasonably withheld; or (fvi) the insolvency of either Maker or the failure of the Maker generally by ESCO to pay its debts as such debts become due; or (g) any amount due Client or perform any obligation under the dissolution, winding up, or termination terms of the business or cessation of operations of either Maker (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Maker pursuant to the provisions of their charter documents), or the Maker shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing. The Assignor shall not be required to mitigate their losses by entering into any hedging or other transactions in the Conversion Shares as traded on a Qualified Stock Exchangethis Contract.